Nisshin Seifun : Convocation Notice of the 180th Ordinary General Meeting of Shareholders

1. Date and Time:

2. Place:

This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Securities Code: 2002) June 4, 2024

To Those Shareholders with Voting Rights

Kenji Takihara

Director and President

Nisshin Seifun Group Inc.

25, Kanda-Nishiki-cho1-chome,

Chiyoda-ku, Tokyo JAPAN

CONVOCATION NOTICE OF THE 180th ORDINARY GENERAL MEETING

OF SHAREHOLDERS

This is to notify you that the 180th Ordinary General Meeting of Shareholders of Nisshin Seifun Group Inc. (the "Company") will be held as described below.

In convening this General Meeting of Shareholders, the Company has taken measures to provide information electronically that is the contents of the Reference Documents for the General Meeting of Shareholders, etc. (matters for electronic provision measures). This information is included in the "Convocation Notice of the 180th Ordinary General Meeting of Shareholders" and "Other Matters for Electronic Provision Measures of the 180th Ordinary General Meeting of Shareholders (Matters Excluded from Paper-based Documents Delivered to Shareholders)," which are provided on the Company's website.

The Company's website:https://www.nisshin.com/english/shareholders/meeting.html

In addition to the aforementioned website, matters for electronic provision measures are also provided on the website of the Tokyo Stock Exchange, Inc. ("TSE"). When checking our information at the TSE's website, please access the following website, enter and search for the issue name (Nisshin Seifun Group Inc.) or the securities code (2002), select "Basic information," "Documents for public inspection/PR information" and check "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" in the "Filed information available for public inspection" field.

TSE's website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you do not attend the meeting in person, you may exercise your voting rights by one of the following methods. Please review the "Reference Documents for the General Meeting of Shareholders," and exercise your voting rights no later than 5:30 p.m. (JST), Tuesday, June 25, 2024.

[Voting in Writing (by Postal Mail)]

Please indicate your vote for or against each of the proposals on the Voting Rights Exercise Form provided together with this Convocation Notice, then return the form so as to arrive by the aforementioned deadline for the exercise of voting rights.

[Voting Electronically (via the Internet, etc.)]

Please refer to the following "Guidance for the exercise of voting rights via the Internet, etc." and vote for or against each of the proposals at the voting rights exercise website by no later than the aforementioned deadline for the exercise of voting rights.

Wednesday, June 26, 2024 at 10:00 a.m. (Reception from 9:00 a.m.) Tokyo Marriott Hotel, B1 The GOTENYAMA Ballroom

4-7-36, Kitashinagawa, Shinagawa-ku, Tokyo

If there are any changes to the above times, place, or any other items, the information will be posted on the Company's website.

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3. Agenda of the Meeting: Matters to be reported:

Proposal to be resolved: Proposal No. 1: Proposal No. 2:

Proposal No. 3:

Proposal No. 4:

1. Business Report and Consolidated Financial Statements for the 180th fiscal term (from April 1, 2023 to March 31, 2024) and results of audits on the Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Committee
2. Non-consolidatedFinancial Statements for the 180th fiscal term (from April 1, 2023 to March 31, 2024)

Dividends from Surplus

Election of Ten (10) Directors (Excluding Directors Who Are Members of the Audit & Supervisory Committee)

Election of One (1) Director Who Is a Member of the Audit & Supervisory Committee

Renewal of the Resolution to Approve Gratis Allotment of Subscription Rights to Shares for Securing and Improving Corporate Value of the Company and the Common Interests of the Shareholders

4. Matters Determined in the Convocation

1. Of matters for electronic provision measures, "Independent Auditor," "Systems to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned," and "Basic Policies Regarding Control of the Corporation" in the Business Report, the "Consolidated Statement of Changes in Net Assets," the "Notes to the Consolidated Financial Statement," the "Non-consolidated Statement of Changes in Net Assets," and the "Notes to the Non-consolidated Financial Statements" are not included in the paper-based documents delivered to shareholders who have requested such documents, in accordance with laws and regulations and Article 15, Paragraph 2 of the Company's Articles of Incorporation.
   Accordingly, the paper-based documents delivered to shareholders who have requested such documents are part of the Business Report, the Consolidated Financial Statements, and the Non- consolidated Financial Statements audited by the Audit & Supervisory Committee, and the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Independent Auditor in preparing the audit report.
2. If you exercise your voting rights via the Internet, etc., more than once, your final vote shall be deemed valid. If you exercise your voting rights by two different methods, that is, via the Internet, etc., as well as by mailing the Voting Rights Exercise Form, the vote via the Internet, etc., shall be deemed valid.
3. In the event you do not indicate your vote for or against each of the proposals on the returned Voting Rights Exercise Form, it shall be deemed that you indicated a vote for.

• Modifications, if any, to the matters for electronic provision measures will be posted on the Company's website and the website of the TSE (Listed Company Search).
• Please refer to the "Guide to the 180th Ordinary General Meeting of Shareholders" provided together with this Convocation Notice for the operation of the meeting.
• If you are attending the meeting in person, please present the Voting Rights Exercise Form provided together with this Convocation Notice at the reception desk on arrival at the meeting. Please bring this Convocation Notice with you.
• If a proxy is attending the meeting on your behalf, the proxy shall present written proof of his/her power of representation and the Voting Rights Exercise Form at the reception desk on arrival at the meeting. You may appoint only one proxy, who shall be a shareholder of the Company with voting rights.

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Guide to Exercising Voting Rights

To exercise voting rights in advance

Please review the "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights by either of the following methods.

Note: Institutional investors can use the platform for exercising voting rights operated by ICJ, Inc.

1. To exercise voting rights in writing (by postal mail)

• Please indicate your vote for or against each of the proposals on the Voting Rights Exercise Form, then return the form so as to arrive no later than 5:30 p.m. (JST), Tuesday, June 25, 2024.
• In the event you do not indicate your vote for or against each of the proposals on the Voting Rights Exercise Form, it shall be deemed that you indicated a vote for.

2. To exercise voting rights via the Internet, etc.

• Please refer to the following "Guidance for the exercise of voting rights via the Internet, etc." and exercise your voting rights no later than 5:30 p.m. (JST), Tuesday, June 25, 2024.
• If you exercise your voting rights via the Internet, etc., more than once, your final vote shall be deemed valid.
• If you exercise your voting rights by two different methods, that is, via the Internet, etc., as well as by mailing the Voting Rights Exercise Form, the vote via the Internet, etc., shall be deemed valid.

To attend the meeting

Please present the Voting Rights Exercise Form at the reception desk on arrival at the meeting. Please bring this Convocation Notice with you.

If a proxy is attending the meeting on your behalf, the proxy shall present written proof of his/her power of representation and the Voting Rights Exercise Form at the reception desk on arrival at the meeting. You may appoint only one proxy, who shall be a shareholder of the Company with voting rights.

Please note that if there are changes to the place, time, operating methods of the meeting, the information will be posted on the Company's website (https://www.nisshin.com/ir/stock/meeting/).

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Guidance for the exercise of voting rights via the Internet, etc.

Deadline for exercising voting rights: 5:30 p.m. (JST), Tuesday, June 25, 2024

• To exercise voting rights from a smartphone

1 Access the website for exercising voting rights from a smartphone

Use your smartphone or tablet to scan the "QR Code® to log into the website for exercising voting rights from a smartphone" at the bottom right of the Voting Rights Exercise Form.

2 Open the website for exercising voting rights

When you open the displayed URL, the website for exercising voting rights will appear. There are two methods for exercising voting rights.

• To indicate your vote for or against each proposal individually → 3
• To indicate your vote for all Company proposals, click "すべての会社提案議案について「賛成」する (Indicate your vote for all Company proposals)." → 4

3 To vote on each proposal individually

Click "各議案について個別に指示する (Vote individually)." Please indicate your vote for or against each of the proposals by following the instructions on the screen.

4 Complete the exercise

If there is no error on the confirmation page, click "この内容で行使する (Exercise this content)" to complete the exercise.

If you wish to change your vote after exercising your voting rights, you need to scan the QR Code® again and enter the "voting rights exercise code" and "password" indicated on the Voting Rights Exercise Form. (You can also exercise your voting rights by accessing the website for exercising voting rights (https://www.web54.net) directly from your computer.)

Note: QR Code is a registered trademark of DENSO WAVE INCORPORATED.

• To exercise voting rights from a computer

1. Access the website for exercising voting rightshttps://www.web54.net
   Click "次へすすむ (Go to next)."
2. Log in

Enter the "voting rights exercise code" indicated on the Voting Rights Exercise Form, then click "ログイン (Log in)."

3 Enter the password

Enter the "password" indicated on the Voting Rights Exercise Form, create a "new password," then click "登録 (Register)."

The preparations are now complete. Please follow the instructions on the screen and enter your vote for or against.

Notes: Any communication fees, etc., incurred when using the website for exercising voting rights shall be borne by the shareholder.

The website for exercising voting rights may not be available depending on the Internet environment, the service you subscribe to, or the device model you are using.

Inquiries about the system, etc.:

Stock Transfer Agency Web Support

Sumitomo Mitsui Trust Bank, Limited

Dedicated dial-in:0120-652-031

(Operating hours: 9:00 to 21:00 (JST))

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Reference Documents for the General Meeting of Shareholders

Proposal and References

Proposal No. 1: Dividends from Surplus

The Company proposes the year-end dividend from the surplus for the fiscal year ended March 31, 2024, as detailed below, taking into account its current and future earnings status and financial position.This will result in the annual dividend, consisting of the interim and year-end dividends, of ¥45 per share for the fiscal year ended March 31, 2024, an increase of ¥5 from the previous fiscal year.

1. Type of dividend Cash
2. Matters related to the allocation of dividend and total amount thereof ¥24 per share of the Company's common stock
   Total amount of dividends: ¥7,140,961,296
3. Effective date of dividend payment June 27, 2024

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Proposal No. 2: Election of Ten (10) Directors (Excluding Directors Who Are Members of the Audit & Supervisory Committee)

At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all ten (10) Directors (excluding Directors who are members of the Audit & Supervisory Committee) will expire.

Therefore, we propose that ten (10) Directors (excluding Directors who are members of the Audit & Supervisory Committee) be elected. The Audit & Supervisory Committee has considered this proposal and expressed its opinion that there are no particular matters to be stated.

The candidates for Directors (excluding Directors who are members of the Audit & Supervisory Committee) are as follows.

No.	Name		Current Position and	Attendance at meetings of the
	Responsibility in the Company	Board of Directors (Times)
			Director and President,
1	Kenji Takihara	Renomination	Division Executive (Corporate	13/13 (100%)
			Planning Division)
			Director, Senior Managing
			Executive Officer (In charge
2	Naoto Masujima	Renomination	of General Administration	13/13 (100%)
Division and Human
			Resources and Labor
			Relations Division)
			Director, Managing Executive
3	Eiichi Suzuki	Renomination	Officer, and Division	10/10 (100%)
Executive (Finance and
			Accounting Division)
4	Takao Yamada	Renomination	Director and Senior Managing	13/13 (100%)
Executive Officer
5	Takahiko Iwahashi	Renomination	Director and Managing	10/10 (100%)
Executive Officer
		Renomination
6	Kazuhiko Fushiya	Outside Director	Director	13/13 (100%)
		Independent Director
		Renomination
7	Motoo Nagai	Outside Director	Director	13/13 (100%)
		Independent Director
		Renomination
8	Nobuhiro Endo	Outside Director	Director	12/13 (92.3%)
		Independent Director
			Executive Officer and
9	Seiichiro Takahashi	New candidate	Division Executive	-
(Technology and Engineering
			Division)
10	Shinichi Ikeda	New candidate	-	-

Note: Attendance information for Mr. Eiichi Suzuki and Mr. Takahiko Iwahashi only includes meetings of the Board of Directors held since their appointments on June 28, 2023.

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	Name	Career Summary, Position and Responsibility in the Company	Number of the
No.	Company's
(Date of Birth)		[Significant Positions Concurrently Held]
		Shares Held
	Renomination	April 1988	Joined the Company
		June 2013	Director, Nisshin Flour Milling Inc.
		June 2016	Executive Officer
		June 2017	Director
		June 2019	Managing Executive Officer
			Managing Director, Nisshin Flour Milling
			Inc.
	Kenji Takihara	June 2021	Senior Managing Director, Nisshin Flour	46,160 shares
		Milling Inc.
	(February 3, 1966)
	June 2022	Director and President
1			Director and Chairman, Nisshin Flour
			Milling Inc. (to the present)
		April 2023	Director and President, Division Executive
			(Corporate Planning Division) (to the
			present)
		[Director and Chairman, Nisshin Flour Milling Inc.]
	Reason for selecting the candidate for Director

The Company selected Mr. Kenji Takihara as candidate for Director as he has a wealth of experience and excellent track record in the flour milling business and also has been leading the holding company's management as President of the Company, and thus is considered to possess the requisite skills and qualities for the Company to pursue sustainable growth and medium- to long-term enhancement of corporate value.

	Renomination	April 1983	Joined the Company
		June 2014	Executive Officer, GS (Globalization) of
			Corporate Planning Division and General
			Manager (China Business Development
			Office of Corporate Planning Division)
		June 2015	Director, General Manager (Corporate
			Planning Department) and Division
			Executive (Overseas Business Division),
			Nisshin Flour Milling Inc.
		June 2016	Managing Director, General Manager
			(Corporate Planning Department) and
			Division Executive (Overseas Business
			Division), Nisshin Flour Milling Inc.
		June 2017	Director and Division Executive (General
	Naoto Masujima		Administration Division)	36,281 shares
	(September 11, 1960)	June 2019	Managing Executive Officer and Division
2			Executive (General Administration
		Division)
		June 2021	Director, Managing Executive Officer and
			Division Executive (General Administration
			Division)
		June 2022	Director, Senior Managing Executive
			Officer and Division Executive (General
			Administration Division)
		June 2023	Director, Senior Managing Executive
			Officer (In charge of General
			Administration Division and Human
			Resources and Labor Relations Division)
			(to the present)
	Reason for selecting the candidate for Director

The Company selected Mr. Naoto Masujima as candidate for Director as he has a wealth of experience and excellent track record in overall management, including general administration, human resources, corporate planning and overseas business, and thus is considered to possess the requisite skills and qualities for the Company to pursue sustainable growth and medium- to long-term enhancement of corporate value.

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	Name	Career Summary, Position and Responsibility in the Company	Number of the
No.	Company's
(Date of Birth)		[Significant Positions Concurrently Held]
		Shares Held
	Renomination	April 1987	Joined the Company
		June 2013	General Manager (Accounting Department
			of Finance and Accounting Division)
		June 2019	Executive Officer and General Manager
			(Accounting Department of Finance and
	Eiichi Suzuki		Accounting Division)	7,700 shares
	(March 3, 1964)	June 2020	Executive Officer and Division Executive
3			(Finance and Accounting Division)
	June 2023	Director, Managing Executive Officer and
			Division Executive (Finance and
			Accounting Division) (to the present)
	Reason for selecting the candidate for Director
	The Company selected Mr. Eiichi Suzuki as candidate for Director as he has a wealth of experience and
	excellent track record in the areas including finance and accounting, and thus is considered to possess the
	requisite skills and qualities for the Company to pursue sustainable growth and medium- to long-term
	enhancement of corporate value.
	Renomination	April 1983	Joined the Company
		June 2011	Director and General Manager (Tokyo
			Sales Department), Nisshin Flour Milling
			Inc.
		June 2012	Executive Officer
		June 2013	Director
			Managing Director and Division Executive
			(Sales Division), Nisshin Flour Milling Inc.
	Takao Yamada	April 2015	Senior Managing Director and Division	44,396 shares
		Executive (Sales Division), Nisshin Flour
	(September 27, 1960)
		Milling Inc.
4		April 2017	Director and President, Nisshin Flour
			Milling Inc. (to the present)
		June 2019	Director and Managing Executive Officer
		June 2022	Director and Senior Managing Executive
			Officer (to the present)
		[Director and President (Representative Director), Nisshin Flour
		Milling Inc.]
	Reason for selecting the candidate for Director
	The Company selected Mr. Takao Yamada as candidate for Director as he has a wealth of experience and
	excellent track record in management of the flour milling business, and thus is considered to possess the
	requisite skills and qualities for the Company to pursue sustainable growth and medium- to long-term
	enhancement of corporate value.

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	Name	Career Summary, Position and Responsibility in the Company	Number of the
No.	Company's
(Date of Birth)	[Significant Positions Concurrently Held]
	Shares Held
	Renomination	April 1987	Joined the Company
		June 2013	Director and General Manager (R&D
			Division), Nisshin Foods Inc.
		April 2014	Director and General Manger (Processed
			Foods Division), Nisshin Foods Inc.
		June 2015	Executive Officer
		June 2018	Managing Director and General Manager
			(Processed Foods Division), Nisshin Foods
			Inc.
		June 2019	Managing Executive Officer
		June 2020	Managing Director and General Manager
	Takahiko Iwahashi		(Product Management Division), Nisshin	35,416 shares
		Foods Inc.
	(October 6, 1964)
	June 2021	Senior Managing Director and General
5			Manager (Product Management Division),
			Nisshin Foods Inc.
		June 2022	Senior Managing Director, Nisshin Seifun
			Welna Inc.
		April 2023	Director and President, Nisshin Seifun
			Welna Inc. (to the present)
		June 2023	Director and Managing Executive Officer
			(to the present)
		[Director and President (Representative Director), Nisshin Seifun
		Welna Inc.]
	Reason for selecting the candidate for Director
	The Company selected Mr. Takahiko Iwahashi as candidate for Director as he has a wealth of experience
	and excellent track record in management of the processed food business, and thus is considered to possess
	the requisite skills and qualities for the Company to pursue sustainable growth and medium- to long-term
	enhancement of corporate value.
	Renomination	April 1967	Joined the Ministry of Finance
	Outside Director	July 1999	Commissioner, National Tax Agency
	Independent Director	July 2001	Deputy Governor, National Life Finance
			Corporation
		July 2002	Assistant Chief Cabinet Secretary
		January 2006	Commissioner, Board of Audit of Japan	8,300 shares
	Kazuhiko Fushiya	February 2008	Commissioner (President), Board of Audit
		of Japan
	(January 26, 1944)
	January 2009	Retired
		June 2009	Audit & Supervisory Board Member
6		June 2015	Director (to the present)
		[Chairman, The Institute of Internal Auditors - Japan]
	Reason for selecting the candidate for Outside Director and a summary of the expected role
	The Company selected Mr. Kazuhiko Fushiya as candidate for Outside Director as he currently provides
	appropriate advice and supervision over the Company's business execution, based on a wealth of experience
	and high-level expertise gained through his career in the Ministry of Finance and other governmental
	organizations where he held important positions, and thus is hoped to continue to fulfill the aforementioned
	expected role, as the Company pursues sustainable growth and medium- to long-term enhancement of its
	corporate value. Although Mr. Fushiya has no experience in participating directly in corporate management,
	except by serving as Outside Director or Outside Audit & Supervisory Board Member, he is believed, for
	the aforementioned reasons, to be capable of adequately fulfilling the duties of Outside Director.

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	Name		Career Summary, Position and Responsibility in the Company	Number of the
No.			Company's
(Date of Birth)			[Significant Positions Concurrently Held]
				Shares Held
	Renomination		April 1977	Joined Industrial Bank of Japan, Limited
	Outside Director		April 2005	Executive Officer, Mizuho Corporate
	Independent Director			Bank, Ltd.
			April 2007	Managing Executive Officer, Mizuho
				Corporate Bank, Ltd.
			April 2011	Deputy President - Executive Officer,
				Mizuho Trust & Banking Co., Ltd.
			June 2011	Deputy President (Representative
				Director) and Deputy President -		1,700 shares
	Motoo Nagai			Executive Officer, Mizuho Trust &
			Banking Co., Ltd.
	(March 4, 1954)
		April 2014	Commissioner, Mizuho Trust & Banking
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			Co., Ltd.
			June 2014	Retired as Commissioner, Mizuho Trust &
				Banking Co., Ltd.
			June 2015	Audit & Supervisory Board Member
			June 2019	Director (to the present)
			[Outside Director, Nissan Motor Co., Ltd.]
	Reason for selecting the	candidate for Outside Director and a summary of the expected role
	The Company selected Mr. Motoo Nagai as candidate for Outside Director as he currently provides
	appropriate advice and supervision over the Company's business execution, based on his wealth of
	experience and broad-based insight gained through management of financial institutions, and thus is hoped
	to continue to fulfill the aforementioned expected role, as the Company pursues sustainable growth and
	medium- to long-term enhancement of its corporate value.
	Renomination		April 1981	Joined NEC Corporation
	Outside Director		April 2006	Senior Vice President and Executive
	Independent Director			General Manager (Mobile Network
				Operations Unit), NEC Corporation
			April 2009	Executive Vice President, NEC Corporation
			June 2009	Executive Vice President and Member of
				the Board, NEC Corporation
			April 2010	President (Representative Director), NEC
				Corporation
			April 2016	Chairman of the Board (Representative		700 shares
	Nobuhiro Endo			Director), NEC Corporation
		June 2019	Chairman of the Board, NEC Corporation
	(November 8, 1953)
		June 2022	Executive Advisor, NEC Corporation (to
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			the present)
				Director (to the present)
		[Executive Advisor, NEC Corporation]
		[Outside Director, Japan Exchange Group, Inc.]
		[Outside Director, Sumitomo Pharma Co., Ltd.]
		[Outside Director, Tokio Marine Holdings, Inc.]
		[Vice Chair, KEIDANREN (Japan Business Federation)]
	Reason for selecting the candidate for Outside Director and a summary of the expected role
	The Company selected Mr. Nobuhiro Endo as candidate for Outside Director as he currently provides
	appropriate advice and supervision over the Company's business execution, based on his wealth of
	experience and broad-based insight as corporate executive, and thus is hoped to continue to fulfill the
	aforementioned expected role, as the Company pursues sustainable growth and medium- to long-term
	enhancement of its corporate value.

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